INDUSTRIAL LEASE 
(Gateway Business
Centre, Ltd.) 




        THIS
LEASE is made and entered into this 31st day of March, 2004, by and between GATEWAY
BUSINESS CENTRE, LTD., a Florida limited partnership (hereinafter the
“Lessor”), and MEDICAL TECHNOLOGY SYSTEMS, INC., a Florida corporation
(hereinafter the “Lessee”). 




WITNESSETH 



        Lessor
and Lessee hereby agree to perform their respective obligations set forth in this Lease,
each in consideration of the other party’s performance of its obligations hereunder.
Lessor hereby leases to Lessee the following described property located in Pinellas
County, Florida: 



             
        A.    
          That certain warehouse space having an overall area of approximately 104,388
          square feet, including approximately 22,795 square feet of office space
          (hereinafter the “Premises”), and which space is located in a Building
          with a street address of 2003 Gandy Boulevard North, St. Petersburg,
          Florida (the “Building”), located on land depicted on Exhibit
          “A” attached hereto (the “Land”). The Land and Building
          are part of Gateway Business Park, owned and operated by Lessor (the
          “Business Park”). The Building has an approximate overall area of
          132,548 square feet. The area of the Premises and Building is calculated by
          measuring the square footage of ground floor from the outside surface of the
          exterior walls (and as to the Premises, to the center of any demising wall).
          Attached hereto, marked Exhibit “B” and by this reference
          incorporated herein is a floor plan of the Premises which is intended only to
          show the general layout of the Premises and is not intended to be scaled; any
          measurements or distances shown should be taken as approximate. 



             
        B.    
          The appurtenant, non-exclusive right to use the driveways, walkways, parking
          areas, utility easements, and other common areas of the Building and Land,
          including without limitation, Lessee’s Proportionate Share (as defined in
          Section 7 below) of the parking spaces located on the Land. In addition, Lessee
          shall have the exclusive right to use the “truck loading area” and the
          20 parking reserved and visitor parking spaces, all as identified on Exhibit
          “A”. 














              
                  1.    
          Lease Term. 



              
                         
        (a)    
          The initial term of this Lease (the “Initial Term”) shall be for a
          period of twelve (12) years, commencing on the first (1st) day of
          October, 2004, as adjusted in accordance with the terms of the Work Letter
          attached hereto as Exhibit “C” (the “Commencement
          Date”). In addition, Lessee shall have the right to renew and extend this
          Lease (the “Renewal Option”) for two (2) renewal terms of five (5)
          years each (each, a “Renewal Term”), the first of which will commence
          upon the expiration of the Initial Term, and the second of which will commence
          upon the expiration of the first Renewal Term (if exercised). Lessee shall
          exercise this renewal option by giving Lessor written notice thereof at least
          nine (9) months prior to the expiration of the then current term (the Initial
          Term or first Renewal Term). In the event of such renewal, the “Term”
          shall include such Renewal Term and such renewal shall be upon the same
          provisions as for the Initial Term except that Base Rent shall be equal to
          Market Rate as determined hereunder. 



         
                          
        Within
five (5) days after Lessor receives Lessee’s notice that it is exercising the Renewal
Option (“Exercise Notice”), Lessor shall notify Lessee of Lessor’s good
faith determination of the Market Rate. Within fifteen (15) days after Lessee’s
receipt of Lessor’s determination, Lessee shall notify Lessor whether Lessee accepts
or rejects said determination. In the event Lessee fails to notify Lessor within the
foregoing fifteen (15) day period, Lessee shall be deemed to have rejected Lessor’s
determination. If Lessee gives Lessor timely notice of its objection to Lessor’s
determination, the arbitration process hereinafter set forth shall determine the Market
Rate. Each party, at their own expense, shall then designate a real estate broker with not
less than ten (10) years experience in commercial leasing transactions in the Pinellas
County, Florida area and who has leased a minimum of 2 million square feet of industrial
space, who shall determine and promptly report (and in no event later than the forty fifth
(45th) day following Lessor’s receipt of the Exercise Notice) to both Lessor and
Lessee in writing its determination of the Market Rate. If the higher of the Market Rates
reported by the brokers is no more than five (5%) percent more than the lower rate, the
Market Rate shall be an average of such amounts. However, if the higher amount is more
than 105% of the lower amount, then within ten (10) days after receipt of both reports,
Lessor and Lessee shall jointly appoint a third broker meeting the aforesaid criteria (or
if Lessor and Lessee are unable to agree on such broker, each party shall identify a third
broker acceptable to it, and the parties shall determine by coin flip which broker shall
become the third broker), and the third broker shall determine the Market Rate by
selecting either Lessor’s Market Rate determination or Lessee’s Market Rate determination according
to whichever of the two valuations as set forth in the reports from Lessor’s broker or Lessee’s
broker, respectively, is closer to the actual Market Rate in the opinion of such third broker. The third broker
shall have no discretion other than to select one or the other report as aforesaid. The costs of such third broker
shall be shared equally by Lessor and Lessee. The parties shall work together and
coordinate efforts to obtain such third broker’s report in writing no later than
sixty (60) days following the date of Lessor’s receipt of the Exercise Notice.
Pending such determination and in the event the Renewal Term commences prior to the final
determination of the Market Rate, Lessee shall continue to pay to Lessor the Minimum Rent
payable for the last month of the then-current Initial Term or Renewal Term, subject to
adjustment upon determination of Market Rate. 




2












         
                          
        The
applicable fair market value rental rate (the “Market Rate”) shall be that rate
(determined on a “net” lease basis) charged to Lessees for space of comparable
size, location and conditions in comparable buildings located in the Pinellas County,
Florida, further taking into consideration and making adjustment for all relevant factors
establishing similarity and dissimilarity between the comparable lease and the leasing to
Lessee of Premises for the Renewal Term, including without limitation, the following: the
location, quality, condition and age of the building; the use, location, size and floor
level(s) of the space in question; the condition and build-out of the premises; leasehold
improvement allowances; abatements (including with respect to base rental, operating
expenses and real estate taxes); extent of services provided or to be provided; any other
adjustments (including by way of indices) to base rental; credit standing and financial
stature of the Lessee; term or length of lease; the time the particular rental rate under
consideration was agreed upon and became or is to become effective; the payment of a
leasing commission and/or fees/bonuses in lieu thereof; and any other relevant term or
condition in making such Market Rate determination. 



              
                  2.    
          Rent. Beginning on the Commencement Date, Lessee shall pay
          Base Rent as set forth in this Section (assuming the area contained in the
          Premises as set forth above is correct) and Additional Rental as described in
          Section 6. below. Lessee shall also pay all sales tax due on Base Rent and
          Additional Rental paid under this Lease. Lessee shall not pay a security deposit
          under this Lease. 



              
                         
        (a)    
          Year 1 Base Rent.  One the first (1st) day of
          October, 2004, and on the first (1st) day of each successive month
          thereafter up to and including September 1, 2005, Lessee shall pay Base Rent in
          the amount of THIRTY FIVE THOUSAND AND NO/100 DOLLARS ($35,000.00). In addition,
          Lessee shall pay estimated Additional Rental in accordance with Section 6 below,
          together with Florida sales tax. Lessor estimates Additional Rental for Year 1
          of the Lease Term to be $19,572.75 (so that total Base Rent, Additional Rental
          and sales tax for Year 1 of the term is FIFTY-FOUR THOUSAND FIVE HUNDRED
          SEVENTY-TWO AND 75/100 DOLLARS ($54,572.75). 




3











              
                         (b)    
          Year 2 Base Rent.  On the first (1st) day of
          October, 2005, and on the first (1st) day of each successive month
          thereafter up to and including September 1, 2006, Lessee shall pay Base Rent in
          the amount of FORTY-SEVEN THOUSAND THIRTY-NINE AND 84/100 DOLLARS ($47,039.84). 



              
                         (c)    
          Year 3 Base Rent.  On the first (1st) day of
          October, 2006, and on the first (1st) day of each successive month
          thereafter up to and including September 1, 2007, Lessee shall pay Base Rent in
          the amount of FORTY-EIGHT THOUSAND FOUR HUNDRED FIFTY-ONE AND 04/100 DOLLARS
          ($48,451.04). 



              
                         (d)    
          Year 4 Base Rent.  On the first (1st) day of
          October, 2007, and on the first (1st) day of each successive month
          thereafter up to and including September 1, 2008, Lessee shall pay Base Rent in
          the amount of FORTY-NINE THOUSAND NINE HUNDRED FOUR AND 56/100 DOLLARS
          ($49,904.56). 



              
                         (e)    
          Year 5 Base Rent.  On the first (1st) day of
          October, 2008, and on the first (1st) day of each successive month
          thereafter up to and including September 1, 2009, Lessee shall pay Base Rent in
          the amount of FIFTY-ONE THOUSAND FOUR HUNDRED ONE AND 70/100 DOLLARS
          ($51,401.70). 



              
                         (f)    
          Year 6 Base Rent.  On the first (1st) day of
          October, 2009, and on the first (1st) day of each successive month
          thereafter up to and including September 1, 2010, Lessee shall pay Base Rent in
          the amount of FIFTY-TWO THOUSAND NINE HUNDRED FORTY-THREE AND 76/200 DOLLARS
          ($52,943.76). 



              
                         (g)    
          Year 7 Base Rent.  On the first (1st) day of
          October, 2010, and on the first (1st) day of each successive month
          thereafter up to and including September 1, 2011, Lessee shall pay Base Rent in
          the amount of FIFTY-FOUR THOUSAND FIVE HUNDRED THIRTY-TWO AND 06/100 DOLLARS
          ($54,532.06). 



              
                         (h)    
          Year 8 Base Rent.  On the first (1st) day of
          October, 2011, and on the first (1st) day of each successive month
          thereafter up to and including September 1, 2012, Lessee shall pay FIFTY-SIX
          THOUSAND ONE HUNDRED SIXTY-EIGHT AND 03/100 DOLLARS ($56,168.03). 




4











              
                         (i)    
          Year 9 Base Rent.  On the first (1st) day of
          October, 2012, and on the first (1st) day of each successive month
          thereafter up to and including September 1, 2013, Lessee shall pay Base Rent in
          the amount of FIFTY-SEVEN THOUSAND EIGHT HUNDRED FIFTY-THREE AND 07/100 DOLLARS
          ($57,853.07). 



              
                         (j)    
          Year 10 Base Rent.  On the first (1st) day of
          October, 2013, and on the first (1st) day of each successive month
          thereafter up to and including September 1, 2014, Lessee shall pay Base Rent in
          the amount of FIFTY-NINE THOUSAND FIVE HUNDRED EIGHTY-EIGHT AND 66/100 DOLLARS
          ($59,588.66). 



              
                         (k)    
          Year 11 Base Rent.  On the first (1st) day of
          October, 2014, and on the first (1st) day of each successive month
          thereafter up to and including September 1, 2015, Lessee shall pay Base Rent in
          the amount of SIXTY-ONE THOUSAND THREE HUNDRED SEVENTY-SIX AND 32/100 DOLLARS
          ($61,376.32). 



              
                         (l)    
          Year 12 Base Rent.  On the first (1st) day of
          October, 2015, and on the first (1st) day of each successive month
          thereafter up to and including September 1, 2016, Lessee shall pay Base Rent in
          the amount of SIXTY-THREE THOUSAND TWO HUNDRED SEVENTEEN AND 61/100 DOLLARS
          ($63,217.61). 



              
                         (m)    
          Late Fees.  The monthly rental payments shall be paid each
          month on the date set forth above, without demand, to Lessor at the address set
          forth in this Lease or at such other address as Lessor may designate in writing.
          In the event any rental payment is delinquent for a period of ten (10) days,
          then in that event, Lessee shall be liable for and agrees to pay a delinquent
          charge in an amount equal to five percent (5%) of each such delinquent payment,
          plus applicable sales tax.. A fee of $25.00 will be assessed for a check
          returned for insufficient funds. 



              
                         (n)    
          Payments.  All checks issued as payment for any of the amounts
          described in this paragraph shall be payable to Gateway Business Centre, Ltd. 




5










              
          3.    
          Utilities.  Lessee will, at its own expense,
          contract for and pay and discharge all charges for electricity, gas, water,
          sewer and garbage collection, and telephone/telecommunication furnished in
          connection with or for the use of the Premises, or any part thereof, including
          the making of deposits with the proper authorities or person in order to secure
          such services. At the time of the commencement of the term of this Lease, if any
          of the aforesaid services are being furnished to the Premises from accounts that
          are in the name of Lessor, Lessee agrees to immediately change such service
          accounts with the proper authorities or persons into the name of Lessee. In the
          event that Lessee fails to change such accounts into Lessee’s name within
          five (5) days after the commencement of the term of this Lease, Lessor shall
          have the right without any notification to Lessee to immediately notify the
          proper authorities or persons to terminate the furnishing of such services to
          the Premises without incurring any liability to Lessee on account of such
          termination. Lessor shall provide easements and access rights to any utility
          provider as reasonably required by such provider in connection with the delivery
          of utility service to the Premises. Except as provided in Section 6 below as to
          electricity, if at any time during the Term of this Lease, any utility service
          purchased and paid for by Lessee includes service provided to the Expansion
          Space (as defined in Section 33, below) prior to the expansion of the Premises
          to include the Expansion Space, either (i) Lessor, at its election and cost,
          shall cause a separate meter to be installed measuring such service to the
          Expansion Space and Lessee shall not pay for the cost of such service, or (ii)
          Lessee shall receive a credit against Base Rent for the difference between the
          cost of services to the Premises and the Expansion Space less Lessee’s
          Proportionate Share of such cost. 



              
          4.    
          Insurance. 



              
                 
        (a)    
          Lessee shall, during the full term of this Lease, and at its own expense, carry
          commercial general liability insurance in the limits commonly known as
          $1,000,000 single limit and will provide Lessor with evidence of said insurance
          naming Lessor as additional insured. Lessee shall provide Lessor with copies or
          original insurance policies within ten (10) days after the Commencement Date of
          the Lease, and within ten (10) days after January 1 of each year, or promptly
          upon request of Lessor at any time. 



              
                  (b)    
          The insurance company selected by Lessee must meet the following eligibility
          requirements: 



              
                        
                    (1)    
          The insurance company must be licensed in the State of Florida. 



              
                        
                    (2)    
          The minimum financial requirements for the insurance company are as follows: 



              
                        
                        
     (i)    
          The insurance company must have been in business for at least five (5) years. 




6











              
                        
                        
     (ii)    
          The insurance company must have at Best policy holders’ rating of A. 



              
                        
                        
     (iii)    
          The insurance company must have a financial category rating of Class X or better
          as established by Best rating. 



              
                        
                    (3)    
          Each policy must show as additional insured the Lessor and any lender with a
          mortgage encumbering the Leased Premises of whom Lessee has been given notice. 



              
                        
                    (4)    
          Each policy must contain a waiver of subrogation clause and a replacement cost
          endorsement with no co-insurance and provide for ten (10) days’ prior
          written notice to Lessor and any mortgagee of Lessor encumbering the Premises in
          the event of cancellation. 



              
                  (c)    
          The Lessor shall pay for and maintain, during the term, the following policies
          of insurance covering the Premises, the building and the business park: 



              
                        
                    (1)    
          Commercial General Liability Insurance. Including, but not limited to,
          coverage for Personal Injuries, with limits of no less than $2,000,000 combined
          single limit for death, personal injury and property damage, per occurrence, and
          contractual liability, naming Lessee as an additional insured. 



              
                        
                    (2)    
          Special Form (All Risk) property Insurance.  Upon all building
          improvements and alterations, including, but not limited to, fire and extended
          coverage, vandalism, malicious mischief and sprinkler leakage in the amount of
          one hundred percent (100%) of full replacement cost. 



              
                        
                    (3)    
          Loss of Rents Insurance.  The Lessor will purchase insurance
          against the loss of rental income sustained due to any necessary suspension in
          the availability of the Premises as a result of direct physical loss or damage
          to the property. The loss of rental income insurance shall be sufficient to
          cover the total anticipated rental income from the Lessee’s occupancy of
          the Premises for twelve months, plus any other charges under the terms of this
          Lease which are the legal obligations of the Lessee and which would otherwise be
          the Lessor’s obligation. 



              
                        
                    (4)    
          Flood Insurance.  Lessor will purchase flood insurance coverage
          for the property if the property is in an insurance flood zone in an amount per
          the market value of the Building. 




7










         
                        
                    Lessee
agrees to reimburse Lessor for the cost of Lessee’s Proportionate Share of said
insurance, which cost shall constitute additional rental hereunder, and shall be payable
in the manner set forth in Paragraph 6 of this Lease. 



         
                        
                    To
assist Lessor in evaluating Lessee’s insurance needs and requirements, Lessee has
executed the insurance questionnaire attached hereto as Exhibit “D” and by this
reference incorporated herein. Lessee has completed the insurance questionnaire with the
understanding that Lessor intends to rely thereon. 



              
                  (f)       
          Anything in this Lease to the contrary notwithstanding, Lessor and Lessee each
          hereby waives any and all rights of recovery, claim, action or cause of action against the other (and any
        assignee of Lessor and assignee or subtenant of Lessee) for any loss or damage that may
        occur to the Building or Premises or any improvements thereto, or any personal property of
        Lessor or Lessee, arising from any cause that (a) customarily insured against under the
        terms special form (all-risk) property insurance; or (b) is insured against under the
        terms of any property insurance actually carried. The foregoing waiver shall apply
        regardless of the cause or origin of the claim, including but not limited to the
        negligence of a party or that party’s agents, officers, employees or contractors. 




              
          5.    
          Taxes.  Lessee agrees to pay Lessee’s
          Proportionate Share of all real estate taxes assessed against the Land and
          Building during the term of this Lease (calculated at the greatest discount for
          early delivery, and excluding penalties and interest) in the manner set forth in
          Paragraph 6 of this Lease. All personal property taxes assessed against personal
          property located on the Premises shall be paid by Lessee. Lessor represents and
          warrants to Lessee that the Land is a separate tax lot. Lessee, at its sole
          cost, may contest ad valorem taxes, and Lessor shall fully cooperate with
          Lessee, at no out-of-pocket cost to Lessor. Lessor shall reimburse Lessee within
          30 days after invoice for its costs incurred in connection with such contest to
          the extent of any reduction achieved in the real estate taxes for the Land and
          Building. 



              
          6.    
           Maintenance.  Lessor shall maintain the
          Building’s roof, structural load bearing walls and slab in a safe, orderly
          and good operating condition, at its sole expense, not to be included in C.A.M.
          (as defined in the next sentence). Lessor shall also maintain the common areas
          of the Building, the Land, and the Business Park in safe, orderly and good
          operating condition, and costs of so maintaining these common areas shall be
          known as “Common Area Maintenance” or “C.A.M.”, and shall
          include, but not be limited to, reasonable management expenses and landscaping
          services, and such other reasonable costs and expenses as may be paid by Lessor
          in connection with the upkeep, maintenance, repair, replacement and management
          of the Premises, the Building and the Business Park. Notwithstanding the
          foregoing, C.A.M. shall not include those items described on Exhibit
          “E” attached hereto. 





8











         
                  Lessee
agrees to pay Lessee’s Proportionate Share of all Common Area Maintenance incurred
during the terms of this Lease (except that the costs incurred in connection with the
Business Park shall be equitably allocated among all buildings within the Business Park),
which amount shall constitute additional rental hereunder and shall be payable by Lessee
to Lessor in the manner set forth in Paragraph 6 of this Lease. 



         
                  This
Lease is what is commonly called a “net lease”, it being agreed that except as
expressly provided in this Lease, Lessor shall receive the Base Rent set forth in Section
2 free and clear of any and all impositions, taxes, real estate taxes, liens, charges or
expenses of any nature whatsoever in connection with the operation and maintenance of the
Premises. In addition to the Base Rent reserved under Section 2 and the Additional Rental
payable under Section 6, Lessee shall be responsible to pay all charges it incurs in
connection with the Premises, including utilities, insurance premiums, construction costs
and any other charges, costs and expenses incurred by Lessee. Lessee shall in no event be
entitled to any abatement of or reduction in rent payable hereunder, except as
specifically provided in this Lease. Notwithstanding the foregoing, Lessor acknowledges
that the electricity provided to the Premises is not separately metered from that provided
to the Expansion Space. Lessee shall pay the cost of electricity consumed within the
Premises and the Expansion Space directly to the electrical utility, however, until such
time as Lessee leases the Expansion Space or Lessor constructs a demising wall separating
the Premises from the Expansion Space and installs meters separately measuring electricity
consumed in the Premises: (i) provided there is a tenant or other occupant in the
Expansion Space, Lessee shall receive a credit of $6,500.00 per month against each monthly
installment of Base Rent; and (ii) during the period when the Expansion Space is
unoccupied, Lessee shall receive a credit of $3,750.00 per month against each monthly
installment of Base Rent. That monthly credit will be increased or decreased from time to
time, to reflect any changes in the electrical utility’s pricing of electricity. 




9











         
                  Lessee
shall maintain and repair, at Lessee’s expense, all of the fire extinguishers located
within the Premises and all sprinkler systems located within the Premises. The maintenance
obligations of Lessee for these matters shall include the obligation of Lessee to see that
the fire extinguishers and sprinkler systems are maintained at the minimum code
requirements, including having the systems inspected and recharged as necessary or as
otherwise required under the applicable city, county or state codes. It will be an event
of default under this Lease should Lessee fail to maintain fire extinguishers and
sprinkler systems to the standard described herein or should the fire extinguishers or
sprinkler systems not pass any inspection conducted by any appropriate governmental
authority. In addition to the foregoing, Lessee shall be responsible to maintain and
repair, at Lessee’s expense, all exit lights, emergency lights and smoke detectors
located throughout the Premises, to include but not be limited to replacement of light
bulbs and emergency batteries, whether located in emergency lights, emergency exits or
smoke detectors. Lessee shall be responsible to modify and add any additional fire
extinguishers, safety lights or other safety features required by any governmental entity
as a result of Lessee’s utilization of the Premises. All such matters shall be done
at the expense of the Lessee. All fire extinguishers, safety lights and safety features
required by any governmental entity shall remain the property of Lessor upon Lessee’s
termination of the Lease. 



         
                  Lessee
shall maintain and repair, at Lessee’s expense, all other portions of the Premises
including, but not limited to plumbing, lighting, air conditioning, heating, electrical,
ventilation, interior walls and painting, exterior doors and window glass replacement and
repair. Maintenance obligations of Lessee shall include maintenance on each of the items,
including by way of illustration and not limitation maintenance and servicing of the
heating, air conditioning and ventilation systems, whether in the form of replacement of
filters, repair and replacement of air conditioning compressors, air handlers, heat pumps
and the like; replacement of light bulbs and/or fluorescent light bars and other
components of the light system. Lessee shall, upon occupancy of the Premises, at its own
cost and expense, obtain and keep in force at all times during the term of this Lease a
suitable heating/air conditioning maintenance agreement with a third party acceptable to
Lessor. Lessee shall provide to Lessor a copy of said agreement immediately upon occupancy
of the Premises. The heating and air conditioning system shall be under the control of
Lessee, except to the extent that such costs are covered either under a warranty running
in favor of Lessor or, in the event of fire or other casualty, where claims are reimbursed
under Lessor’s insurance. Lessee shall be responsible for pest control services and
trash collection services as needed by Lessee. 



         
                  To
the extent that Lessee defaults (as defined in Section 19, below) in its performance of
its responsibilities to maintain, repair and replace the above described portions of the
Premises, then and in that event Lessor may undertake such maintenance, repair and
replacement obligations, and immediately upon completion of such work shall cause the
costs of the same to be billed to Lessee as additional rent. Lessee shall pay the same
within ten (10) days from the date of receiving such bill. Failure to pay such bill shall
result in a default under the terms of the Lease. 



10













         
                  Lessee
shall, at the termination of the Lease, by lapsed time or otherwise, surrender up the
Premises in good order, reasonable use, wear and tear excepted. Lessee may, at its sole
election, remove any tenant improvement installed by Lessee except as otherwise stated
hereinabove at the termination of the Lease provided Lessee pays the cost of removal and
repairs of any and all damage in or to the Premises resulting from such removal. 



              
          7.    
          Additional Rental.  As additional rental
          hereunder (“Additional Rental”), Lessee shall pay to Lessor, monthly
          in advance, Lessee’s Proportionate Share of: (i) the cost of Lessor’s
          insurance described in Section 4(b) above, (ii) real estate taxes described in
          Section 5, above, and (iii) Common Area Maintenance described in Section 6,
          above. Notwithstanding anything to the contrary contained in this Lease, Lessee
          shall not be obligated to pay Controllable Expenses in any calendar year which
          exceed by more than five percent (5%) the Controllable Expenses for the
          immediately preceding calendar year. “Controllable Expenses” means all
          Additional Rental except taxes, insurance and utilities. “Lessee’s
          Proportionate Share” means a fraction, the numerator of which is the square
          footage contained in the Premises, and the denominator of which is the square
          footage contained in the Building. Assuming Lessor’s measurement of the
          Building and Premises set forth in the Witnesseth provision of this Lease are
          correct, Lessee’s Proportionate Share is 78.75%. Prior to the commencement
          of each calendar year of the Lease term, or as soon thereafter as practicable,
          Lessor shall give Lessee written notice of its good faith estimate of the
          Additional Rental due from Lessee the ensuing year of the Lease term. On the
          first day of each calendar month of the ensuing year, Lessee shall pay to Lessor
          1/12th of such estimated amount, provided, if such notice is not
          given on or before the January rental payment is due, Lessee shall continue to
          pay on the basis of the prior year’s estimate until the month after such
          notice is given. If at any time or times it appears to Lessor determines in good
          faith that its estimate of Additional Rental for the current year is understated
          by at least ten percent (10%), Lessor may, by written notice to Lessee, revise
          its estimate for such year, and subsequent payments of monthly installments of
          Additional Rental by Lessee shall be based upon such revised estimates. Within
          ninety (90) days after end of each calendar year of the Lease term, or as soon
          after such ninety (90) day period as practicable, Lessor shall deliver to Lessee
          a statement of Additional Rental and Base Rent payable under this paragraph for
          such year, certified by Lessor’s chief financial officer to be true and
          correct. If such statement shows that Lessee’s estimated payments for such
          year exceed the actual amount due, Lessor shall refund such excess payment to
          Lessee with delivery of the statement of Additional Rental. If such statement
          shows an amount owing by Lessee that is more than the estimated payments for
          such year previously made by Lessee, Lessee shall pay the deficiency to Lessor
          within fifteen (15) days after delivery of the statement. In the event the
          Commencement Date or the expiration date of this Lease fall on days other than
          January 1 and December 31, respectively, Additional Rental payable under this
          paragraph shall be calculated on a per diem basis for the actual number of days
          of the Lease term falling in the applicable calendar year. 




11











         
                  Lessee,
at its expense, shall have the right at all reasonable times to audit Lessor’s books
and records relating to items affecting Additional Rental for any calendar year during the
Lease term; provided that Lessee’s right to audit shall expire within two (2) years
after Lessor has furnished to Lessee its Statement for the applicable calendar year and
the final audit right shall expire within ninety (90) days from the Lease Termination Date
and, Lessee has not notified Lessor in writing of Lessee’s election to conduct an
audit. If Lessee has timely exercised its option to conduct an audit, Lessee shall have a
period of ninety (90) days in which to complete the audit, which ninety (90) day period
shall only commence after Lessor has afforded Lessee full access to such documents (in a
location within the Business Park) as are in Lessor’s possession or control and which
are necessary to conduct the audit including, without limitation (to the extent within
Lessor’s possession and control), work papers prepared by Lessor’s certified
public accountants, canceled checks, invoices, and such other documents as may be
reasonably required, all of which documents shall be in accordance with generally accepted
accounting standards. Lessor shall cooperate with Lessee as to facilitate the performance
of Lessee’s audit. In the event that it is ultimately determined that a refund of any
Additional Rental paid by Lessee which exceeds five percent (5%) of the total so paid by
Lessee for such year (by agreement of the parties, by a final court determination, or
otherwise) that the actual Additional Rental for any year is less than the amount set
forth in Lessor’s Statement, then Lessor shall reimburse Lessee for such overcharge
within fifteen (15) days of receipt of notice thereof. If the overcharge is by an amount
in excess of five percent (5%), Lessor shall also reimburse Lessee for the cost or fees
paid by Lessee in connection with such audit. 



              
          8.    
          Quiet Possession.  Lessor covenants, promises and
          agrees with Lessee that so long as the Lease term has not expired or otherwise
          terminated, Lessee shall and may lawfully, peacefully and quietly have, hold,
          use, occupy and enjoy the Premises hereby leased without disturbance. 




12











              
          9.    
          Use.  Lessee shall use and occupy the Premises
          during the term of this Lease only for the purpose of office/warehouse/assembly
          (which Lessor represents and warrants is permitted by the Building’s
          certificate of occupancy and pertinent law and codes) and for other uses
          permitted by pertinent laws and codes and no other purpose whatsoever without
          Lessor’s prior written consent, which consent shall not be unreasonably
          withheld. Lessee will not use or permit to be used the Premises hereby leased
          for any unlawful purpose or in any manner which would constitute a nuisance.
          Lessee will at all times comply with all laws or ordinances of any and all duly
          constituted governmental or municipal authorities, and of any and all of their
          departments and bureaus applicable to Lessee’s use of the Premises, and all
          lawful rules and regulations promulgated by said authorities and bureaus in
          connection with Lessee’s use of the Premises. However, nothing contained in
          this paragraph shall be construed to require Lessor or Lessee to make any
          structural repairs or other alterations to the Premises. 



              
          10.    
          Rules and Regulations.  Lessee shall observe that
          Building Rules and Regulations, if applicable, and such other reasonable Rules
          and Regulations as Lessor may make, and which, in Lessor’s reasonable
          judgment, are needed for the general well being, safety, care and cleanliness of
          the Premises and the Building, provided no such rule shall limit or restrict any
          right of Lessee under this Lease. 



         
                         
           Attached hereto as Exhibit “F” and by this reference incorporated
        herein, are the current rules and regulations affecting the Premises. Lessee agrees to abide by these
        rules and regulation. 



              
          11.    
          Construction Liens.  Lessee shall have no
          authority to incur, create or permit, and shall not incur, create, permit or
          suffer any lien for labor or materials or services to attach to the interest or
          estate of either Lessor or Lessee in the Premises or other real estate of which
          the Premises form a part, and neither Lessee, nor anyone claiming by, through or
          under Lessee, shall have any right to file or place any labor or material lien
          of any kind or character whatsoever or any mechanics lien or other lien of any
          kind, upon the Premises or other real estate of which the Premises form a part,
          so as to encumber or affect the title of Lessor, and all persons contracting
          with Lessee directly or indirectly, or with any person who in turn is
          contracting with Lessee, for the erection, construction, installation,
          alteration or repair of the Premises or any improvements therein or thereon,
          including fixtures and equipment, and all materialmen, contractors, mechanics,
          laborers, architects, engineers and others are hereby charged with notice that
          as and from the date of this instrument, they and each of them must look to
          Lessee only to secure the payment of any bills or charges or claims for work
          done, or materials furnished, or services rendered or performed during the term
          hereby demised. Lessor and Lessee acknowledge and agree that each will execute a
          short form Memorandum of Lease memorializing the limitations on construction
          liens contained hereinabove. The Memorandum of Lease will be executed in
          recordable form and may be executed by Lessor in its sole discretion. The form
          of the Memorandum of Lease is attached hereto as Exhibit “G”. 



13











              
          12.    
          Assignment and Subletting.  Lessee will not
          assign this Lease without the written consent of Lessor, and Lessor agrees that
          such consent will not be unreasonably withheld or delayed. In the event that
          Lessor does consent to such assignment or subletting, it is understood and
          agreed that such will in no way relieve Lessee of its obligation to pay the
          rents as provided herein during the term of this Lease. Notwithstanding anything
          to the contrary set forth herein, Lessee shall have the right, without obtaining
          Lessor’s consent, but with prior written notice to Lessor (where permitted
          by applicable law), to: (a) assign this Lease or sublet all or any part of
          the Premises to a parent, subsidiary or affiliate of Lessee, or to a successor
          of Lessee (by merger, consolidation, or transfer of all or substantially all of
          Lessee’s assets), or (b) assign this Lease or sublet all or any part
          of the Premises to any operating division, group, department, or group of
          individuals formerly controlled by or under common control with Lessee
          (collectively an “Operating Unit”), which has ceased to be controlled
          by or under common control with Lessee as a result of a spin-off from Lessee or
          otherwise (regardless of whether such assignment or sublet is to a new entity
          formed by such Operating Unit, or to an existing entity of which the Operating
          Unit becomes a part). In no event will any such assignment release Lessee from
          its obligations under this Lease. 



              
          13.    
          Inspection and Emergency Access.  Lessee will
          permit Lessor to enter upon the Premises upon reasonable notice during the usual
          business hours for the purpose of making inspections or repairs, or for the
          purposes of obeying any laws or orders of any duly constituted governmental or
          municipal authorities, and/or for the purpose of exhibiting the Premises to
          prospective tenants or purchasers within six (6) months of the expiration of the
          Lease, provided Lessor does not materially or unnecessarily interfere with the
          operation of Lessee’s business. In making such inspections or repairs,
          Lessor shall observe all reasonable security regulations of Lessee and shall
          hold in confidence any information concerning business or products of Lessee
          which they, or any of them, may discover while present on the Premises. 



14










         
                         
           In
addition, Lessor shall have the right of emergency access (where Lessor reasonably deems
that life or property are in immediate peril) to the Premises without any required notice
to Lessee. By way of example and without limitation, Lessor shall have the right of
emergency access in case of fire, fire alarm or circumstances where Lessor reasonably
deems that life or property are in immediate peril. In order to facilitate said emergency
access, Lessee shall at all times during the term of this Lease provide Lessor with a set
of working keys and current alarm codes for the Premises. Nothing herein shall be deemed
to require emergency access by Lessor or result in any Lessor liability for its actions or
failure to take action. 



              
          14.    
          Hazard Damage.  The parties hereto agree if, by
          virtue of fire, storm or any cause other than the deliberate act of Lessee, the
          Premises becomes partly or wholly unusable by Lessee for Lessee’s intended
          purpose, then and in that event, the Base Rent and Additional Rental shall abate
          in proportion to the area of the Premises which are unusable for Lessee’s
          intended use for so long as they remain unusable. In the event the Premises are
          not totally destroyed, Lessor agrees to rebuild the Premises to their condition
          immediately preceding the casualty with all possible dispatch and deliver the
          same to Lessee within a period of one hundred eighty (180) days after the event
          causing the destruction. In the event the Premises are totally destroyed (which
          for purposes of this paragraph means that in the reasonable opinion of a
          licensed general contractor, restoration would require more than 240 days after
          the date of the casualty), then Lessee shall have the option to terminate this
          Lease within a period of thirty (30) days after the same destruction. In the
          event this Lease is not thus terminated, Lessor agrees to rebuild the Premises
          with all possible dispatch and deliver the same to Lessee within a period of not
          more than two hundred forty (240) days after an event causing total destruction.
          However, in no event shall Lessor be obligated to do any rebuilding if the
          remaining term of this Lease, including any exercised renewal option, shall have
          less than one (1) year to run following the expected completion of such
          rebuilding. Lessee shall also be responsible for all of Lessee’s equipment
          and/or data contained in said equipment in the event of an electrical storm or
          other hazard which may cause damage or destruction of data in computers and
          other equipment. 



              
          15.    
          Alterations.  Except as otherwise provided in
          this paragraph, Lessee will not make any improvements, installations,
          alterations or additions in or to the Premises without the written consent of
          Lessor, which consent shall not be unreasonably withheld, delayed or
          conditioned. If Lessor consents to such improvements, alterations or additions,
          any such improvements shall be installed at Lessee’s expense in substantial
          accordance with plans approved by Lessor and only by such contractors reasonably
          acceptable to Lessor. Lessee also agrees that all work will be done in a
          workmanlike manner, with all applicable permits being obtained and shall conform
          to all applicable codes. To the extent that any alteration is atypical of
          leasehold improvements within the Business Park and imposes demolition costs in
          connection with its removal materially greater than that of typical leasehold
          improvements, then if Lessor notifies Lessee in writing at the time of
          Lessor’s approval of such alteration that Lessee must remove such
          alterations at the expiration of the Lease term, Lessee shall remove such
          alterations and restore the Premises to its condition prior to the construction
          of those alterations. Notwithstanding the foregoing, Lessor has approved
          Lessee’s leasehold improvements related to the construction of the
          approximately 22,795 square feet of office space within the Premises, and Lessee
          shall not be required to demolish or remove any portion of such leasehold
          improvements at the expiration of the Lease term. 




15











              
          16.    
          Subordination.  Lessor represents and warrants to
          Lessee that Lessor holds fee simple title to the Building and Land, free and
          clear of all liens and encumbrances except for the mortgage in favor of Teachers
          Insurance and Annuity Association of America, Inc. (the “Lender”).
          Simultaneously with Lessor’s delivery of the executed original of this
          Lease to Lessee, Lessor shall deliver to Lessee a Subordination, Non-Disturbance
          and Attornment Agreement in the form attached hereto as Exhibit
          “H” (the “SNDA”) executed by the Lender. At the request
          of any subsequent mortgagee of Lessor who agrees to execute and deliver an SNDA
          to Lessee, Lessee agrees to execute and deliver an SNDA to such mortgagee. Any
          mortgage placed on the Premises by Lessor will not cover the equipment,
          furniture or furnishings owned by Lessee. 



              
          17.    
          Estoppel Letter.  Each party shall, within
          fifteen (15) days after receiving a written request from the other, execute an
          Estoppel Letter and/or statement in writing certifying: 



              
                         
          (a)    
          That the term of this Lease has commenced, setting forth the date of such
          commencement; 



              
                         
          (b)    
          That this Lease is unmodified and in full force and effect or, if there have
          been modifications, that the Lease is in full force and effect as modified,
          stating the modification; 



              
                         
          (c)    
          Whether or not there are then existing any known defaults, offsets or defenses
          against the enforcement of any of the certifying party’s covenants
          hereunder (and if so, specifying them); 



              
                         
          (d)    
          The dates to which rent and other amounts have been paid in advance, if any; 



16











              
                         
          (e)    
          If the Lessee is the certifying party, whether Lessee has acquired any interest
          in the Premises except for its interest under this Lease; and 



              
                         
          (f)    
          Whether the certifying party has executed a mortgage or otherwise made any
          transfer or assignment of any part of the leasehold estate or Premises. 



              
          18.    
          Brokerage Agency Disclosure and Commission. 



              
                         
          (a)    
          Grady Pridgen, Inc., a Florida corporate real estate broker, hereby discloses
          that it has been engaged by and acts as the agent of Lessor. 



              
                         
          (b)    
          Lessor has agreed to pay a commission to Grady Pridgen, Inc. and CB Richard
          Ellis pursuant to a commission agreement set forth under a separate document.
          Lessee warrants that it has engaged no broker other than CB Richard Ellis in
          connection with this Lease and agrees to indemnify and save Lessor harmless from
          any claim (including reasonable attorneys’ fees) for a commission from a
          broker claiming to have worked with Lessee in connection with this Lease. 



              
          19.    
          Default Provisions. 



              
                         
          (a)    
          The happening of any one or more of the following events shall, at the option of
          Lessor, constitute a default of this Lease on the part of Lessee and Lessor
          shall have such remedies as are herein provided: 



              
                         
                    (1)    
          If Lessee fails to timely pay any installment of any Base Rent or Additional
          Rental due hereunder and such failure continues for ten (10) days after notice
          that such amount is due (except that Lessor shall not be required to provide
          more than two such notices in any calendar year, after which Lessee shall be
          deemed in default if any such payment is not paid within ten (10) days after the
          date due); or 



              
                         
                    (2)    
          If Lessee fails to fully and promptly perform any non-monetary act, term or
          provision required of it in the performance of this Lease. If a breach is
          claimed under this subparagraph, written notice specifying the nature of such
          claimed breach shall be given to Lessee and Lessee shall have fifteen (15) days
          to cure such breach or such longer time as may reasonably be necessary due to
          the nature of such breach; or 




17










              
                         
                    (3)    
          If Lessee petitions or applies to any tribunal for the appointment of a trustee
          or receiver of Lessee or commences any proceedings relating to Lessee under any
          bankruptcy, reorganization, arrangements, insolvency, readjustment, dissolution,
          liquidation law of any jurisdiction whether or not hereinafter in effect; or 



              
                         
                    (4)    
          If any such petition or application is filed or any proceedings are commenced
          against Lessee and Lessee, by any act, indicates its approval thereof, consents
          thereto or acquiesces therein, or an order is entered appointing such trustee or
          receiver, or adjudicating Lessee bankrupt or insolvent, or approving the
          petition in any such proceedings, and such order remains in effect for more that
          180 days. 



              
                         
          (b)    
          Upon the happening of any of the above events of default, Lessor may, at
          Lessor’s option: 



              
                         
                    (1)    
          Terminate and end this Lease and re-enter upon the Premises and at Lessor’s
          option, all of Lessee’s rights, title and interest under this Lease shall
          end and Lessee shall become a tenant at sufferance; or 



              
                         
                    (2)    
          Elect to declare the entire rent for the balance of the remainder of the term,
          reduced by the fair market value of the Premises for the remainder of the term,
          and thereupon said term shall terminate at the option of Lessor except that, to
          the extent rents have been collected, Lessee shall be entitled to remain in
          possession to the exhaustion of the period covered by the rentals so collected;
          or 



              
                         
                    (3)    
          Take possession of the Premises and rent the same for the account of Lessee. 



          
                         
                   The
exercise of any of the above options shall not be deemed to be the exclusive remedy of
Lessor. In addition thereto, Lessor shall have the right of any of the provisions of the
laws of the State of Florida governing default by Lessee, and, in any event of default by
Lessee, Lessor shall take all reasonable action to mitigate damages. 



              
                         
          (c)    
          If Lessee is in default under this Lease more than two (2) times within any
          twelve (12) month period, regardless of whether or not such default is cured,
          then, without limiting Lessor’s other rights and remedies provided for in
          this Lease or at law or in equity, the security deposit shall automatically be
          increased by an amount equal to or greater than two (2) times the original
          Security Deposit. 



18











              
          20.    
          Right to Cure Default. If either party (the
          “Defaulting Party”) fails to perform any obligation or covenant of
          this Lease and such failure is not cured within fifteen (15) days after notice
          from the other party (or such longer time as may reasonably be necessary due to
          the nature of such breach, provided cure of such failure is commenced within
          that fifteen (15) day period and thereafter diligently pursued), then in
          addition to all other remedies permitted at law or in equity the other party
          (the “Non-Defaulting Party”) may, but is not obligated to, perform the
          same for the account of the Defaulting Party, and the Defaulting Party shall
          reimburse the Non-Defaulting Party upon written demand for any expense incurred
          therefore together with interest at the highest legal rate from the date of
          Non-Defaulting Party’s disbursement of the expense (together, the
          “Reimbursement”). If the Defaulting Party fails to pay such
          Reimbursement within thirty (30) days after such written demand, the
          Non-Defaulting Party may offset the amount of the Reimbursement from any amount
          it owes to the Defaulting Party under this Lease. Notwithstanding the foregoing,
          if Lessor notifies Lessee within such thirty (30) day period that Lessor in good
          faith disputes Lessee’s right to such offset, then Lessee shall not be
          permitted to offset the Reimbursement until Lessee obtains an order from a court
          of competent jurisdiction permitting such offset. 



              
          21.    
            Notices. 



              
                         
          (a)    
          The rent payable under this Lease and any notices to Lessor shall be delivered
          to: 



              
                         
                    Gateway Business Centre, Ltd.

                 
                         
                    c/o Grady Pridgen, Inc.

                 
                         
                    3093 46th Avenue North

                 
                         
                    St. Petersburg, FL 33714



              
                         
          (b)    
          Notices to Lessee shall be delivered to: 



              
                         
                    Medical Technology Systems, Inc.

                 
                         
                    c/o Todd E. Siegel

                 
                         
                    2003 Gandy Boulevard North

                 
                         
                    St. Petersburg, FL 33716




     With a copy to:
                    Holland & Knight LLP

                 
                         
                    100 North Tampa Street

                 
                         
                    Suite 4100

                 
                         
                    Tampa, Florida 33602

                 
                         
                    Attn: Richard D. Eckhard, Esq.




19











Any notice shall be in writing and
hand delivered or mailed by registered or certified mail, return receipt requested, to the
address set forth above or to such other address as either party may hereafter designate
by written notice to the other party. Notice by hand delivery shall be deemed given when
received (or rejected) and notice by mail shall be deemed given on the third business day
following the date of mailing. 



              
          22.    
          Gender Usage.  The use of any gender herein shall
          be deemed to be or include the other gender and the use of the singular herein
          shall be deemed to be or include the plural (and vice versa), wherever
          appropriate. 



              
          23.    
          Successors.  This Lease shall be binding upon the
          heirs, personal representatives, successors and assigns of the parties hereto. 



              
          24.    
          Radon Disclosure.  Radon is a naturally occurring
          radioactive gas that, when it has accumulated in a building in sufficient
          quantities, may present health risks to persons who are exposed to it over time.
          Levels of radon that exceed federal and state guidelines have been found in
          buildings in Florida. Additional information regarding radon and radon testing
          may be obtained from your county public health unit. 



              
          25.    
          Government Compliance.  Lessor represents and
          warrants to Lessee that as of the date of construction of the Building, the
          Land, Building and Premises comply with all federal, state or local laws,
          ordinances or regulations, including without limitation, environmental and
          accessibility laws (together, “Applicable Laws”). Lessee shall use the
          Premises in compliance with Applicable Laws, and shall not cause the Premises to
          violate any Applicable Law. Lessee shall not use, generate, manufacture, store
          or dispose of on, under or about the Premises or transport to or from the
          Premises any flammable explosives, radioactive materials, hazardous wastes,
          toxic substances defined as or included in the definition of “hazardous
          materials”, or “toxic substances” under any applicable federal or
          state laws or regulations, but specifically excluding any substances used by
          Lessee in the ordinary course of its business in accordance with applicable
          federal, state and local laws and regulations (collectively referred to herein
          as “Hazardous Materials”). 



20 











          
                         
         Lessee
shall be solely responsible for, and shall indemnify and hold harmless Lessor, its
successors and assigns, from and against any loss, damage, cost, expense or liability
directly or indirectly arising out of or attributable to the use, generation, storage,
release, threatened release, discharge, disposal or presence of Hazardous Materials on,
under or about the Premises as a result of the action or inaction of Lessee, its agents,
contractors, employees or invitees, including without limitation: (a) all foreseeable
consequential damages; (b) the costs of any required or necessary repair, cleanup or
detoxification of the Premises, and the preparation and implementation of any closure,
remedial or other required plans; and (c) all reasonable costs and expenses incurred
by Lessor in connection with clauses (a) and (b) of this paragraph, including, but not
limited to, reasonable attorneys’ fees. 



          
                         
         Lessor
shall be solely responsible for, and shall indemnify and hold harmless Lessee, its
successors and assigns, from and against any loss, damage, cost, expense or liability
directly or indirectly arising out of or attributable the breach of any Lessor
representation or warranty in this Section 24 or to the use, generation, storage, release,
threatened release, discharge, disposal or presence of Hazardous Materials on, under or
about the Land, Building or Premises as a result of the action or inaction of Lessor, its
agents, contractors, employees or invitees, including without limitation: (a) all
foreseeable consequential damages; (b) the costs of any required or necessary repair,
cleanup or detoxification of the Premises, and the preparation and implementation of any
closure, remedial or other required plans; and (c) all reasonable costs and expenses
incurred by Lessee in connection with clauses (a) and (b) of this paragraph, including,
but not limited to, reasonable attorneys’ fees. 



              
          26.    
          Signage.   Lessee shall not be permitted to
          install, construct, inscribe, paint, affix or display any sign, advertisement or
          logo visible from the exterior of the Premises in any common area without
          Lessor’s prior written consent, not to be unreasonably withheld or delayed.
          The exact size, design, configuration and replacement of all signs,
          advertisements and logos shall be subject to the reasonable approval of Lessor,
          the approval of the City of St. Petersburg or Pinellas County, Florida, and any
          other applicable governmental authorities. Under no circumstances may any sign,
          advertisement or logo violate any ordinance, rule or regulation of any
          governmental authority. Lessee hereby agrees to seek and obtain any and all
          governmental approvals, permits or licenses necessary for the lawful operation
          and placement of any signs, advertisements or logos approved by Lessor, and to
          provide copies of such permits or licenses to Lessor. All costs of installation,
          construction, erection, illumination (where appropriate), maintenance, repair
          and removal of any of the above referenced items shall be the obligation of
          Lessee. Before erecting or placing any signs, advertisements or logos or
          beginning any construction pursuant to preparation for the erection or placement
          thereof, Lessee shall submit to Lessor, for Lessor’s review and approval,
          detailed plans and specification for all work to be performed. After obtaining
          Lessor’s approval of said plans and specifications, the signs,
          advertisement or logos are to be constructed pursuant to the plans and
          specification without any deviation therefrom whatsoever. Upon vacating the
          Premises, Lessee shall remove all signs, advertisements or logos and repair all
          damage caused by such removal. Lessee’ obligation to observe or perform
          this covenant shall survive the expiration or termination of this Lease. Lessee
          hereby agrees to indemnify and hold Lessor harmless from and against any and all
          loss, cost, damage, claim, suit, action for any damage or injury to any person
          or property caused by the installation, construction, erection, maintenance,
          repair or removal of any of said signs, advertisements or logos. 



21










              
          27.    
          Condemnation.  If any substantial portion of the
          Premises or the access to or parking for the Building shall be taken by eminent
          domain, Lessee shall have the right to terminate this Lease as of the date of
          taking by giving written notice of such termination to Lessor within fifteen
          (15) days following the date of such taking, and in the event of such
          termination, rent shall cease as of the date of such termination and any rent
          paid beyond that date shall be refunded to Lessee. Whether or not Lessee shall
          exercise such right, Lessor and Lessee shall have and retain their respective
          rights to compensation from the condemning authority in connection with and
          following a taking by eminent domain. If Lessee does not terminate this Lease
          following a substantial taking by eminent domain or if the portion of the
          Premises or the access or parking for the Building taken is not substantial, the
          rent payable under this Lease for the remainder of the term shall be reduced as
          of the date of taking in the proportion that the area of the part taken bears to
          the total area of the Premises just prior to such taking or to equitably account
          for the reduction in access or parking. Substantial, as used herein, shall refer
          to the ability of Lessee to carry on its normal business without material
          adverse impact. 



              
          28.    
          Holding Over.  If Lessee shall hold over after
          the expiration of the Lease Term or other termination of this Lease, such
          holding over shall not be deemed to be a renewal of this Lease but shall be
          deemed to create a tenancy-at-will and by such holding over Lessee shall
          continue to be bound by all of the terms and conditions of this Lease except
          that during such tenancy-at-will, Lessee shall pay to Lessor (a) Rent at
          the rate equal to one hundred fifty percent (150%) of that provided for
          hereinabove and (b) any and all operating expenses and other forms of
          Additional Rental payable under the terms of this Lease. The increased Rent
          during such holding over is intended to liquidate any losses, damages and
          expenses suffered by Lessor as a result of such holdover, including frustrating
          and delaying Lessor’s ability to secure a replacement lessee. If Lessor
          loses a prospective lessee because Lessee fails to vacate the Premises on
          expiration of this Lease after notice to do so, Lessee will be liable for such
          damages as Lessor can prove because of Lessee’s wrongful failure to vacate. 











              
          29.    
          Hold Harmless.  Lessee agrees that all property
          belonging to or in the name, custody or control of Lessee or any occupant of the
          Premises which is in or on the Premises shall be there at the risk of Lessee or
          such occupant only, and Lessor shall not be liable for any injury thereto or
          loss or destruction thereof, excepting injury or loss resulting from breach of
          the terms of this Lease by Lessor. Lessee further agrees that Lessor shall not
          be liable to Lessee or any person for any injury, loss or damage to property or
          to any person on the Premises or on the common areas appurtenant thereto,
          excepting injury or loss resulting from breach of the terms of this Lease by
          Lessor. Lessor shall not be responsible for or liable to Lessee for any loss or
          damage that may be occasioned by or through the acts or omissions of persons
          occupying adjoining premises, or any part of the premises, adjacent to or
          connected with the Premises or any part of the Premises shown on the Site Plan
          or for any loss or damage resulting to Lessee or its property from burst,
          stopped or leaking water, gas, sewer or steam pipes or for any damage or loss of
          property within the Premises from any causes whatsoever, including theft,
          excepting injury or loss resulting from breach of the terms of this Lease by
          Lessor. 



              
          30.    
          No Waiver.  No assent, express or implied, to any
          breach of any of covenants or agreements shall be deemed a waiver of any
          succeeding breach of the same covenant or agreement. No delay or omission in
          exercising any right or remedy shall operate as a waiver thereof or the exercise
          of any other right or remedy. 



              
          31.    
          Leasehold Improvement Allowance.  Lessor agrees
          to provide to Lessee a THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00)
          allowance for the cost of leasehold improvements in the Premises. Lessor shall
          disburse the allowance (to Lessee or directly to Lessee’s contractor, as
          Lessee elects) on a monthly basis, within fifteen (15) days after receipt of
          invoice for work performed or materials purchased, executed by Lessee’s
          contractor. Any portion of the allowance not used for improvements to the
          Premises shall be placed in a separate account held by Lessor for future tenant
          improvements as required by Lessee and reasonably approved by Lessor during the
          term of this Lease. Lessee shall have full access to the Premises upon full
          execution of this Lease for the purpose of installing its fixtures, furniture
          and equipment. All leasehold improvements constructed by Lessor (or Lessee)
          shall be deemed to be Lessor’s property immediately upon installation in
          the Premises. 



23











              
          32.    
          Move-In Allowance.  In addition to the foregoing
          leasehold improvements allowance, Lessor agrees to pay to Lessee the sum of FOUR
          HUNDRED THOUSAND AND NO/100 DOLLARS ($400,000.00) as a move-in allowance. This
          sum shall be paid by Lessor to Lessee within thirty (30) days from the
          commencement of Base Rent Payment, but in any event not earlier than October 1,
          2004. 



              
          33.    
          Right to Expand.  In the event that Lessee
          desires to expand the Premises to include the contiguous space of approximately
          28,160 square feet depicted on Exhibit “B” as the
          “Expansion Space”, Lessee must provide written notice to Lessor no
          later than the second anniversary of the Commencement Date of its desire to do
          so, which notice must be provided at least one hundred twenty (120) days prior
          to the desired move-in date. The expansion space will be leased to Lessee upon
          the same terms and conditions as this Lease (including the then current Base
          Rent). 



              
          34.    
          Attorneys’ Fees.  If Lessor or Lessee shall
          bring any action for any relief against the other, declaratory or otherwise,
          arising out of or under this Lease, including any suit by Lessor for the
          recovery of rent or possession of the Premises, the losing party shall reimburse
          the successful party for all reasonable attorneys’ fees and disbursements
          incurred by the successful party in such suit and such attorneys’ fees
          shall be deemed to have accrued on the commencement of such action and shall be
          paid whether or not such action is prosecuted to judgment. 



              
          35.    
          Entire Agreement.  This Lease contains all of the
          agreements, covenants and conditions between the parties hereto with respect to
          the subject matter hereof and may not be altered or modified orally or in any
          other manner, except by an agreement in writing signed by all of the parties
          hereto, or by their respective successors in interest. The covenants and
          agreements herein contained shall be binding upon and shall inure to the benefit
          of the parties hereto and their respective heirs, personal representatives,
          successor and assigns. This Lease constitutes a Florida contract and shall be
          construed according to the laws of that state. The parties agree that the venue
          for any litigation arising hereunder shall be in a court of competent
          jurisdiction in Pinellas County, Florida. 



24 











              
          36.    
          Subordination of Landlord’s Lien.  At
          Lessee’s request, Lessor shall execute documents acceptable to
          Lessee’s lenders, acknowledging Lessor’s subordination of its
          landlord’s lien under Florida law to any financing obtained by Lessee
          secured by a security interest granted in Lessee’s personal property
          located on the Premises. 



              
          37.    
          Generator/UPS.  Lessee shall have the right,
          without additional rental charge, to install and use: (a) an uniterruptable
          power supply (UPS) within the Premises, and (ii) up to a 750 kilowatt emergency
          generator containing a 100 gallon fuel tank and a concrete generator pad on the
          Building grounds, in the location reasonably approved by Lessor. The
          installation of the UPS, generator and generator pad shall be in compliance with
          Applicable Laws. Lessee shall be solely responsible for the cost of
          installation, operation and maintenance of the UPS and generator. The UPS and
          generator shall become the property of Lessor and shall be surrendered with the
          Premises, as a part thereof, at the end of the term hereof. 




	The balance of this page was intentionally left blank.
	






25











        IN
WITNESS WHEREOF, the parties have caused these presents to be executed as of the day
and year first above written. 



	Signed, sealed and delivered in
        the presence of:	 	LESSOR:
	 	 	 	 	 	 
	 	 	 	 	 	 
	
	 	GATEWAY BUSINESS CENTRE, LTD., a
        Florida limited partnership
	(Signature of first witness on this line) 	 	 
	 	 	 	 	 	 
	
	 	By:        
          GATEWAY BUSINESS CENTRE MANAGEMENT, INC., a Florida corporation, its General Partner
	(Legibly print name of first witness on this line) 	 	 
	 	 	 	 	 	 
	
	 	By:	
	 	 
	(Signature of second witness on this line) 	 	 	Jerome Fleeman, President	 	 
	 	 	 	 	 	 
	
	 	 	(CORPORATE SEAL)	 	 
	(Legibly print name of second witness on this line) 	 	 
	 	 	 	 	 	 
	 	 	Date:	
	2004	 
	 	 	 	 	 	 
	 	 	LESSEE:
	 	 	 	 	 	 
	
	 	MEDICAL TECHNOLOGY SYSTEMS, INC.
	(Signature of first witness on this line) 	 	a Delware Corporation
	 	 	 	 	 	 
	
	 	By:	
	 	 
	(Legibly print name of first witness on this line) 	 	(Signature of officer on this line) 	 	 
	 	 	 	 	 	 
	
	 	
	 	 
	(Signature of second witness on this line) 	 	 	(Legibly print name of officer on this line) 	 
	 	 	 	 	 	 
	
	 	Its	
	President	 
	 	 	(Legibly print title of officer on this line) 	 	 
	 	 	 	 	 	 
	
	 	 	(CORPORATE SEAL)	 	 
	(Legibly print name of second witness on this line)	 	 	 	 
	 	 	Date:	
	2004	 





26 













EXHIBIT “A” 




SITE PLAN OF THE LAND 







27













EXHIBIT “B” 




FLOOR PLAN 







28 











EXHIBIT “C” 




WORK LETTER AGREEMENT 



        This
Work Letter Agreement (this “Agreement”) is made and entered into this ______
day of March, 2004, between Gateway Business Centre, LTD (“Lessor”) and Medical
Technology Systems, Inc. (“Lessee”). In the event of any inconsistencies between
this Agreement and the Industrial Lease (the “Lease”) dated concurrently
herewith to which this Agreement is attached as Exhibit “C”, this
Agreement shall control. Capitalized terms used in this Agreement shall, unless otherwise
specifically set forth herein, have the same meanings as in the Lease. 



              
        1.    
          Lessor shall complete the initial buildout of the Premises as shown on the Final
          Plans (defined below) and as more fully described in this Section (“Initial
          Improvements”). To the extent that any demising walls is required by
          pertinent governmental authority to separate the Premises from the remainder of
          the Building, Lessor shall construct such demising wall at its sole cost (not to
          be funded from the Leasehold Improvement Allowance). Lessor shall engage an
          architect licensed in the State of Florida (“Architect”), to prepare
          preliminary space plans, which plans must be approved by Lessor and Lessee.
          Architect shall prepare complete and detailed demolition, architectural,
          structural, mechanical and engineering plans and specifications prepared and
          stamped by Architect, showing the Initial Improvements (“Construction
          Plans”). The cost of Architect’s services shall be funded by Lessor
          from the Leasehold Improvement Allowance. The Construction Plans shall be
          substantially in accordance with the preliminary space plans and shall otherwise
          be acceptable to Lessee in its reasonable discretion. 



              2.    
          As used herein, “Final Plans” refers to the Construction Plans after
          the same have been approved in writing by Lessee. 



              3.    
          Promptly following Lessee’s approval of the Final Plans, Lessor shall cause
          the Final Plans to be submitted for bid to not fewer than three (3) general
          contractors selected by Lessor. Lessee shall select one of the three contractors
          within three (3) business days of receiving the three (3) bids. Lessor shall
          engage the General Contractor to construct the Initial Improvements under an
          “open book” and Guaranteed Maximum Price (GMP) construction contract
          approved by Lessee, which shall provide for a price equal to the cost of the
          work plus the contractor’s overhead/general conditions and profit with a
          guaranteed maximum price (GMP). 



29 











              4.    
          Lessor shall not be responsible or liable for any delay in substantially
          completing the Initial Improvements resulting from any act, neglect, failure or
          omission of Lessee, its agents, servants, employees, contractors, or
          subcontractors (“Lessee Delay”). Lessee Delay means any actual delay
          resulting from: 



     	a. 	       
           Lessee’s disapproval of the initial bids (including revision of the
          Construction Plans and resubmittal to contractors); or 





     	b. 	       
          Lessee’s request for long lead item materials, finishes or installations
          (identified as such by Lessor at the time of Lessee’s selection); or 





     	c. 	       
          Any change to or revision of the Final Plans (“Revisions”); or 





     	d. 	       
          Lessee’s interference with Lessor’s performance of its construction
          obligations. 





              5.    
          Lessor shall construct the Initial Improvements in accordance with the Final
          Plans and in compliance with all Applicable Laws. Lessor shall achieve
          Substantial Completion of the Initial Improvements on or before September 1,
          2004 (30 days before the target Commencement Date). Lessee shall have the right
          from time to time to inspect the Premises during the construction of the Initial
          Improvements provided such inspection does not interfere with construction of
          the Initial Improvements. 



              6.    
          During the 30 days before the Commencement Date, Lessee and its contractors and
          agents may enter the Premises to install equipment, furniture and fixtures and
          perform Lessee finishing work (“Lessee Work”) as it may desire
          provided that the Lessee Work is coordinated with Lessor to minimize
          interference with the performance of the Initial Improvements. 



              7.    
          Lessee shall have the right to make Revisions. All Revisions shall be subject to
          Lessor’s prior written approval, which shall not be unreasonably withheld
          provided the Revisions are non-structural in nature. Lessor shall either approve
          or disapprove the Revisions within five (5) business days after submission
          thereof by Lessee. Lessor shall notify Lessee in writing of the actual
          out-of-pocket cost incurred by Lessor for such Revisions, and any Lessee Delay
          that the performance of the same may entail. If Lessee agrees with the cost and
          delay of such Revisions, Lessee shall acknowledge Lessee’s approval in
          writing within three (3) business days after Lessor’s notice thereof to
          Lessee. If Lessee fails to approve of the cost of such Revisions (and, if
          requested by Lessor, the amount of any Lessee Delay that Lessor estimates will
          occur as a result of such Revisions) within three (3) business days, Lessor
          shall not approve such Revisions. The cost of any Revisions shall be borne
          solely by Lessee. 




30 











              8.    
          Lessor shall notify Lessee of the date of Substantial Completion at least five
          (5) days prior thereto. As used herein, “Substantial Completion” shall
          mean that, with the exception of minor punch-list items which do not adversely
          affect Lessee’s use of the Premises, the Initial Improvements have been
          completed in accordance with the Final Plans and in compliance with all
          Applicable Laws and all mechanical systems serving or affecting the Premises
          shall then be in good working order. Lessor and Lessee shall thereupon set a
          mutually convenient time for Lessee and Lessor to inspect the Premises, at which
          time Lessee shall prepare and submit to Lessor a punch list of items to be
          completed. Lessor shall complete the punch list items within 30 days. In the
          event of any dispute as to when and whether the Initial Improvements have been
          substantially completed, the certificate of Lessor’s Architect and the
          temporary or final certificate of occupancy or completion (as may be applicable)
          issued by the local governmental authority shall be conclusive evidence of such
          completion, effective on the date of the issuance of such certificate to Lessee. 



              9.    
          If Lessor’s Work is not Substantially Completed by the “Substantial
          Completion Target Date” for any reason or cause other than acts of God or
          other matters beyond the reasonable control of Lessor, its contractors or
          subcontractors (hereinafter referred to as “Force Majeure”) or Lessee
          Delay, the Commencement Date shall be delayed 1 day for each such day of delay
          in achieving Substantial Completion. In that event, beginning on the
          Commencement Date as adjusted, Base Rent will abate one (1) day for each day of
          delay in achieving Substantial Completion and Lessor shall be responsible for
          any expenses directly or indirectly incurred by Lessee due to the delay. 



              10.    
          The “Commencement Date” of the Lease shall be the date on or after
          October 1, 2004, which the following conditions have been satisfied: (i)
          Substantial Completion of the Initial Improvements has occurred; and (ii) at
          least thirty (30) days have elapsed after Substantial Completion during which
          Lessee has been afforded unrestricted access to all parts of the Premises for
          installation of, equipment, fixtures, and furnishings. The Commencement Date
          will not be adjusted for delays caused by Lessee. 



        “Lessee’s
Construction Costs” means the total amount actually paid by Lessor for all costs
related to the tenant improvements, including by way of illustration and not limitation,
architect and engineer fees, permit fees, connection fees, application and license fees.
supervision fees and impact fees under the contract with the General Contractor for the
Initial Improvements, as increased or decreased pursuant to any change order executed by
Lessor and Lessee in accordance with the provisions of this Agreement. Lessee’s
Construction Costs will not include: (i) any construction management or plan approval
fees, supervision or overhead charges of Lessor or any affiliate of Lessor, or any other
costs and expenses of Lessor; (ii) any additional costs associated with correcting any
deficiencies in workmanship, equipment and materials; or (iii) overtime work unless
pre-approved in writing by Lessee; (iv) charges for parking, utilities, elevator services,
or security. 



31











              11.    
          Lessor warrants that the Initial Improvements will be free from defects in
          workmanship or material and will comply with the Final Plans and Applicable
          Laws. In addition, Lessor also warrants that all equipment and materials
          installed in the Initial Improvements will be new and of good quality. 



        IN
WITNESS WHEREOF, the parties have signed and delivered this Lease as of the day and year
first above written. 


		
	 	"LESSOR"
	 	 
	 	

	 	 
	 	"LESSEE"
	 	 
	 	






32 











EXHIBIT “D” 




INSURANCE QUESTIONNAIRE 





     	A.	
          Do you use, store or contemplate using at any time fluids or other materials
          having a closed cup flash 80 degrees or less including, but not limited to,
          gasoline, benzene, carbon disulfide, naphtha, kerosene, LPG, or other materials? 





          
      �    Yes      
�    No     
  If yes, please answer the following: 



               	1. 	   
                            Will you use Underwriter’s Laboratory approved self-closing
                        cans?      �    Yes     
                         �    No 

 



               	2. 	   
                             What is the gallon capacity you anticipate storing or using?
                         

 




               	 	


 








               	3. 	
                                
                     Will the above be “shelf stock” stored in original sealed containers:
                            �    Yes     
                         �    No

 



               	4. 	
                                
                     Do you plan to store or use outside the building?     �    Yes     
                         �    No 





     	B.	
          Do you have or plan to have a gasoline engine or other gasoline powered
          equipment to be used in the building (other than forklifts)?    
           �    Yes      �    
         No

 



     	C.	
        Do you contemplate the use of any spray painting equipment? 





          
      �    Yes      
�    No     
  If yes, please answer the following: 




               	1. 	   
                            Will you use Underwriter’s Laboratory approved booth be
                 installed?     �    Yes     
                         �    No 

 



               	2. 	   
                             If yes, submit the specifications for the booth or furnish the name of the booth
               company and person to contact, including telephone and address.
                         

 



               	 	


 



               	 	


 




               	3. 	
                               Is the booth vented to the outside of the
                        building?     �    Yes     
                         �    No  






     	D.	
         Do you contemplate or plan to operate a restaurant or similar cooking facility?





          
      �    Yes      
�    No     
  If yes, please answer the following: 



               	1. 	   
                   Will you install an Underwriter’s Laboratory approved
               hood and dust fire extinguisher system?       �  
                Yes      �    No 

 




33











     	E.	
          Do you contemplate the use of the Premises for any woodworking operation?





          
      �    Yes      
�    No     
  If yes, please answer the following: 



               	1. 	   
                   Will a dust collection system be attached to each work station that
              has a saw?      �     Yes    
                �    No 

 



               	2. 	   
                              Describe the type of woodworking that is to be done.
                         

 



               	 	


 



               	 	


 





     	F.	
           Do you contemplate the use of the Premises for any plastics manufacturing?    
         �     Yes    
            �    No 






               	 	
                        If yes, describe the type of manufacturing  _________________________________________
                         

 




     	G.	
            Do you contemplate any of the following? If yes, please check the appropriate
          boxes. 




						
	 	�	Storage of dynamite caps or gunpowder		�	Celluloid Goods
	 	�	Paper Box Manufacturing		�	Fireworks
	 	�	Excelsior Works		�	Furniture Repairing
	 	�	Paper Shredding		�	Furniture Factories
	 	�	Upholstery Works		�	Moving Picture Film
	 	�	Cotton Storage		�	Paint Manufacturing
	 	�	Broom Manufacturing		�	Printer’s Ink Manufacturing
	 	�	Calcium Carbide (storage)		�	Rubber Tire Recap





     	H.	
           If building is sprinklered, please answer the following: 





               	1. 	   
                            Do you contemplate storing without racks, or over 12 feet with racks?     �    Yes     
                         �    No 

 



               	2. 	   
                              How many fee in height will it go?  ___________________________
                         

 



               	3. 	   
                             Will you use racks or shelves?      
                        �    Yes      �   
                         No      If yes, please answer the following: 

 



               	(a)	   
                           Are racks slatted or solid?     �  
                          Slatted     �   
                         Solid     

 




               	(b)	   
                           What is width of racks?    _______________________________
                        

 




34











               	(c)	   
                           Will racks be single or double      �  
                          Single     �   
                         Double     

 



               	(d)	   
                          What is aisle width between racks?     _______________________________
                        

 



               	4. 	   
                              Describe goods to be stored:
                         

 



               	 	


 



               	5. 	   
                               What materials are products?
                         

 



               	 	


 



               	6. 	   
                                Will your inventory consist of the following? Please check the appropriate
                          boxes:

 


						
		�	Linoleum Product		�	Alcohols in Cans, Bottles or Cartons
		�	Lacquers in Canisters		�	Wood Patterns, Pallets and Flats
		�	All High Hazard		�	Upholstered Furniture
		�	Rolled Pulp & Paper (vertical storage)		�	Wooden Furniture
		�	Rolled Pulp & Paper (racked storage)		�	Unbanded or Light Tissue Crepe
		�	Rolled Asphalt Paper (vertical)		�	Eight-six Pro Liquors
		�	Baled Waste Paper		�	Foam or Sponge Rubber
		�	Pharmaceuticals		�	Foamed Plastic Products (with or without cartons)
		�	Crude or Synthetic Rubber		�	Rubber Tires
		�	Goods Encapsulated by Plastic		�	Rugs and Carpets





     	I.	
           If any of the above is “checked”, do you plan to install approved
          in-rack or in-bin sprinklers?     
         �     Yes    
            �    No 





     	J.	
           Do you plan to install other fire protection devices?    
         �     Yes    
            �    No 






               	 	If yes, please describe: 

 



               	 	


 



               	 	


 




     	K.	
              What is your contemplated usage if no previously covered? 





               	 	


 



               	 	


 



35 











Company Name:  
______________________________________________________________________ 




Location of Premises to be Leased:  
________________________________________________________ 




Date:  _________________  Signed by:
______________________________  Title __________________ 




 36












EXHIBIT “E” 




COMMON AREA EXPENSE
EXCLUSIONS 



The following are excluded from
Common Area Expenses: 



               	1. 	
                    Repairs or other work occasioned by fire, windstorm, or other casualty of an
                    insurable nature in excess of any deductible, or by the exercise of the right of
                    eminent domain. 





               	2. 	
                    Attorney’s fees, costs, and disbursements, and other expenses incurred in
                    connection with negotiations or disputes with other Lessees, other occupants, or
                    prospective Lessees or other occupants. 





               	3. 	
                    Expenses, including permits, license, design, space planning, and inspection
                    costs, incurred in tenant build-out, renovating or otherwise improving or
                    decorating, painting or redecorating space for other tenants or other occupants
                    of space. 





               	4. 	
                    Lessor’s cost of electricity and other services that are sold to other
                    tenants or for which Lessor is entitled to be reimbursed by tenants or other
                    parties. 





               	5. 	
                    Any cost for depreciation and amortization. 





               	6. 	
                    All costs incurred due to violation by Lessor or any other tenant of the terms
                    and conditions of any lease. 





               	7. 	
                    Costs incurred to cure or correct any design or construction defects. 





               	8. 	
                    Costs incurred to cure any violation of, or to otherwise comply with, any laws,
                    statutes, ordinances, codes or other governmental rules, regulations or
                    requirements in force as of the date of this Lease. 





               	9. 	
                    The excess over competitive costs by independent suppliers and contractors, of
                    the cost of supplies and services provided by subsidiaries and affiliates of
                    Lessor. 





               	10. 	
                    Interest on debt or amortization payments on any mortgages, and rental payments
                    on any ground lease or other underlying lease. 





               	11. 	
                    Lessor’s general overhead except to the extent it is expended in direct
                    connection with management and operation of the Building. 





               	12. 	
                    Compensation and benefits provided to administrative and executive personnel of
                    Lessor above the level of Building superintendent. 





               	13. 	
                    Management costs or fees to the extent they exceed competitive costs for the
                    management of comparable buildings in the general vicinity of the Building (and
                    in no event in excess of 5% of gross rent received from the operation of the
                    Building). 






37 











               	14. 	
                    Any charge for Lessor’s income tax, excess profit tax, franchise tax, or
                    like tax on Lessor’s business and tax penalties incurred as a result of
                    Lessor’s negligence, inability or unwillingness to make payments and/or to
                    file any income tax or informational returns when due. 





               	15. 	
                    Costs incurred in the removal, encapsulation, replacement, or other treatment to
                    any substance considered to be detrimental to the health, safety, or general
                    environment of the tenants and occupants of the Building and notwithstanding any
                    contrary provision of this Lease, costs arising from the presence of hazardous
                    materials, asbestos or PCB’s in or about the Building or Land which violate
                    laws in effect as of the date of this Lease. 

 



               	16. 	
                    Advertising, promotional and marketing costs and leasing commissions,
                    attorneys’ fees and other related costs and expenses in connection with the
                    negotiation and preparation of letters, deal memos, letters of intent, leases,
                    subleases and/or assignments, space planning costs, and other costs and expenses
                    incurred in connection with lease, sublease and/or assignment negotiations and
                    transactions with present or prospective tenants or other occupants of the
                    Building. 





               	17. 	
                    Overhead and profit increment paid to Lessor or to subsidiaries or affiliates of
                    Lessor for goods and/or services in the Building to the extent the same exceeds
                    the costs of such goods and/or services rendered by unaffiliated third parties
                    on a competitive basis. 





               	18. 	
                    Costs of signs in or on the Building or Land identifying the owner of the
                    Building or other tenants’ signs. 





               	19. 	
                    Costs incurred in connection with upgrading the Building to comply with the
                    applicable laws and codes, including without limitation, Americans with
                    Disabilities Act, life, fire handicap, and safety codes in effect as of the date
                    of this Lease. 





               	20. 	
                    Assessments which can be paid by Lessor in installments, shall be paid by Lessor
                    in the maximum number of installments permitted by law and not included except
                    in the year in which the assessment or premium installment is actually paid. 





               	21. 	
                    Costs arising from the negligence or fault of Lessor or its agents, or any
                    vendors, contractors, or providers of materials or services selected, hired or
                    engaged by Lessor or its agents including, without limitation, the selection of
                    building materials. 






38 










               	22. 	
                    Costs arising from Lessor’s charitable or political contributions. 





Lessor and Lessee intend that
Additional Rental paid by Lessee under this Lease reimburse Lessor for any actual increase
in costs incurred by Lessor but not provide a profit to Lessor. In no event shall
Additional Rental per square foot, as determined by Lessor for any calendar year,
multiplied by the rentable area of the Building, exceed one hundred percent (100%) of the
actual expenses included in the definition of Additional Rental incurred by Lessor in that
calendar year. 



 39










EXHIBIT “F” 




RULES AND REGULATIONS 



     	I. 	
           All parking shall be within the property boundaries and within marked parking
          spaces. There shall be no on-street parking and at no time shall any lessee
          obstruct drives and loading areas intended to the use of all lessees. The drives
          and parking areas are for the joint and nonexclusive use of Lessor’s
          tenants, and their agents, customers and invitees, unless specifically marked.
          In the event Lessee, its agents, customers and/or invitees use a
          disproportionate portion of the parking, Lessor shall have the right to restrict
          Lessee, its agents, customers and/or invitees to certain parking areas. Lessee
          shall not permit any fleet trucks to park overnight in the Building’s
          parking areas. Lessee shall not leave any vehicle in a state of disrepair
          (including without limitation, flat tires, out of date license plates) on the
          Premises or project. If Lessee, or its employees, agents or invitees, park their
          vehicles in areas other than the designated parking areas or leave any vehicle
          in a state of disrepair, Lessor, after giving written notice to Lessee of such
          violation, shall have the right to remove such vehicle at Lessee’s expense. 





          	II. 	
               Unless specifically approved by Lessor in writing, no materials, supplies or
               equipment shall be stored anywhere except inside the Premises. In no event shall
               lessee cause or allow any outside storage of trash, refuse or debris, whether in
               the area of the dumpster or otherwise. 





          	III. 	
               No additional locks shall be placed on the doors of the Premises by Lessee nor
               shall any existing locks be changed unless Lessor is immediately furnished with
               two (2) keys thereto. Lessor will, without charge, furnish Lessee with two (2)
               keys for each lock on the entrance doors when Lessee assumes possession, with
               the understanding that at the termination or expiration of the term of the Lease
               the keys shall be returned. 





          	IV. 	
               Lessee will refer all contractors, contractor’s representatives and
               installation technicians rendering any service on or to the Premises for Lessee
               to Lessor for its approval (not to be unreasonably withheld) and supervision
               before performance of any service. This provision shall apply to all work
               performed on or about the Leased Premises or project in the Building, including,
               but not limited to, installations of electrical devices and attachments and
               installations of any nature affecting floors, walls, woodwork, trim, windows,
               ceilings, equipment or any other physical portion of the Building. 






          	IV. 	
               No Lessee shall at any time occupy any part of the Building as sleeping or
          lodging quarters. 





          	VI. 	
               Lessee shall not place, install or operate on the Premises or in any part of the
               Building, an engine, stove or machinery, or conduct mechanical operations or
               cook thereof or therein, or place in use in or about the Premises any
               explosives., gasoline, kerosene, oil, acids, caustics or any other flammable,
               explosive or hazardous material without the prior written consent of Lessor,
               except as permitted under the Lease. 





          	VII. 	
               Windows facing the Building exterior shall at all times be wholly clear and
               uncovered (except for such blinds or curtains or other window coverings Lessor
               may provide or approve) so that full unobstructed view of the interior of the
               Premises may be had from outside the Building. 





40 











          	VIII. 	
               No dogs, cats, fowl, reptiles or other animals shall be brought into or kept in
               or about the Premises or project except for dogs specifically trained to assist
               disabled persons. 





          	IX. 	
               None of the parking, plaza, recreation or law areas, entries, passages, doors or
               stairways shall be blocked or obstructed, or any rubbish, litter, trash or
               material of any nature placed, emptied or thrown into these areas nor shall such
               area be used by Lessee’s agents, employees or invitees at any time for
               purposes inconsistent with their designation by Lessor. 





     	X. 	
           Lessor will not install any antenna or aerial wire or other equipment outside
          of the Building or upon the roof of the Building without Lessor’s prior
          written approval not to be unreasonably withheld. 






41 












EXHIBIT “G” 




MEMORANDUM OF LEASE 


	 	 	 	 
	PAGES	__________		
	ACCT	__________		
	REC	__________		
	DR 219	__________		
	DS	__________		
	INT	__________		
	FEES	__________		
	MTF	__________		
	P/C	__________		
	REV	__________	This instrument prepared by and RETURNED TO:	
	TOTAL	__________	JAMES N. POWELL	
	CK BAL	__________	Powell, Carney, Gross, Maller & Ramsay, P.A.	
	CHG	__________	Post Office Box 1689	
	AMT	__________	St. Petersburg, Florida 33731-1689	(Space above reserved for Clerk's Office)











MEMORANDUM OF LEASE 




        THIS
MEMORANDUM OF LEASE (the “Memorandum”) is entered into this _______ day of
_____________, 2004, by and between GATEWAY BUSINESS CENTRE, LTD., a Florida
limited partnership, whose address is 3093 46th Avenue North,
St. Petersburg, Florida 33714 (hereinafter called “Lessor”) and MEDICAL
TECHNOLOGY SYSTEMS, INC., a ________________ corporation, whose address is 2003 Gandy
Boulevard North, St. Petersburg, Florida 33716 (hereinafter called
“Lessee”) and is made with reference to the following facts: 




RECITALS 



         A.       
          Lessor is the owner in fee simple title to that certain real property located in
          Pinellas County, Florida, and which is more particularly described in Exhibit
          “A” attached hereto and by this reference made a part hereof (the
          “Property”). 



         B.       
          On or about ____________________, 2004, Lessor and Lessee entered into that
          certain Lease Agreement (the “Lease”) whereby Lessor agreed to lease
          to Lessee the Property. 



         C.       
          The Lease provided in part that the Property is leased to Lessee and the term of
          this Lease commenced on May 1, 2004 and shall continue thereafter until April
          30, 2014 (the “Termination Date”). 



        NOW,
THEREFORE, for and in consideration of the premises, the parties covenant and agree as
follows: 



          1.       
          Notice.  The parties hereby give notice of public
          record of the existence of said Lease and the matters contained therein, and all
          parties dealing with the Property or with any parties attempting to obtain any
          interest or lien therein on or after the date hereof, are hereby put on public
          notice and inquiry of the matters contained in said Lease. 



          2.       
          Construction Lien Limitation.  The Lease
          Agreement by and between the above captioned Lessor and Lessee specifically
          prohibits Lessee from taking any action which would cause the interest of Lessor
          in the described real property to be subject to liens for improvements made by
          Lessee. The Lease Agreement specifically prohibits Lessee from taking any action
          which would subject the Premises to any lien of mechanic’s, laborers,
          materialmen, contractors or subcontractors, or to any other liens or charges
          whatsoever arising out of the construction, maintenance or repair of the
          building, structures or other improvements or arising in any other manner. Under
          the terms of the Lease Agreement, Lessee agrees to discharge promptly any
          mechanic’s, materialmen’s or other liens against the Premises which
          may arise out of or be purported to be due for any labor, services, materials,
          supplies or equipment alleged to have been furnished to or for Lessee in, upon
          or about the described Premises. 



 42












        IN
WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
above written. 



	Signed, sealed and delivered in
        the presence of:	 	LESSOR:
	 	 	 	 	 	 
	 	 	 	 	 	 
	
	 	GATEWAY BUSINESS CENTRE, LTD., a
        Florida limited partnership
	(Signature of first witness on this line) 	 	 
	 	 	 	 	 	 
	
	 	By:       
              GATEWAY BUSINESS CENTRE MANAGEMENT,
        INC., a Florida corporation, its General Partner
	(Legibly print name of first witness on this line) 	 	 
	 	 	 	 	 	 
	
	 	By:	
	 	 
	(Signature of second witness on this line) 	 	 	Jerome Fleeman, President	 	 
	 	 	 	 	 	 
	
	 	 	(CORPORATE SEAL)	 	 
	(Legibly print name of second witness on this line) 	 	 
	 	 	 	 	 	 
	 	 	Date:	
	2004	 
	 	 	 	 	 	 
	 	 	LESSEE:
	 	 	 	 	 	 
	
	 	MEDICAL TECHNOLOGY SYSTEMS, INC.
	(Signature of first witness on this line) 	 	a Delware Corporation
	 	 	 	 	 	 
	
	 	By:	
	 	 
	(Legibly print name of first witness on this line) 	 	 	 	 
	 	 	 	 	 	 
	
	 	
	 	 
	(Signature of second witness on this line) 	 	 	(Legibly print name of officer on this line) 	 
	 	 	 	 	 	 
	
	 	Its	
	President	 
	 	 	  	 	 
	 	 	 	 	 	 
	
	 	 	(CORPORATE SEAL)	 	 
	(Legibly print name of second witness on this line)	 	 	 	 
	 	 	Date:	
	2004	 




43 










STATE OF FLORIDA      
             )

COUNTY OF MIAMI-DADE       ) 




        The
foregoing instrument was acknowledged before me this ___________ day of ____________,
2004, by JEROME FLEEMAN as President of GATEWAY BUSINESS CENTRE MANAGEMENT,
INC., a Florida corporation, as General Partner of GATEWAY BUSINESS CENTRE,
LTD., a Florida limited partnership, on behalf of the partnership. He
� is personally known to me, or � produced a valid Florida
driver’s license or
� ________________________________________________________ as
identification. 



	 	 	 	 
	My Commission Expires:		

	 	 	Notary Public	(SEAL)
	 	 	 	 
	 		

	 		
        (Legibly print name of notary public on this line)







STATE OF ______________

COUNTY OF ______________ 




The foregoing instrument was acknowledged before me
this ________ day of _________, 2004, by _________________________________ as ________________ President
of MEDICAL TECHNOLOGY SYSTEMS, INC., a __________________ corporation, on behalf of the corporation. � He � She
is � personally known to me, or � produced a valid _______________ driver's license, or
� _______________________________________ as identification.


	 	 	 	 
	My Commission Expires:		

	 	 	Notary Public	(SEAL)
	 	 	 	 
	 		

	 		
        (Legibly print name of notary public on this line)






44 












EXHIBIT “H” 




SNDA 


	 	 	 	 
	PAGES	__________		
	ACCT	__________		
	REC	__________		
	DR 219	__________		
	DS	__________		
	INT	__________		
	FEES	__________		
	MTF	__________		
	P/C	__________		
	REV	__________	This instrument prepared by and RETURNED TO:	
	TOTAL	__________	JAMES N. POWELL	
	CK BAL	__________	Powell, Carney, Gross, Maller & Ramsay, P.A.	
	CHG	__________	Post Office Box 1689	
	AMT	__________	St. Petersburg, Florida 33731-1689	(Space above reserved for Clerk's Office)










SUBORDINATION,
NON-DISTURBANCE
AND ATTORNMENT AGREEMENT 





     THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT (the "Agreement") is made by and between ___________________________________, a _________________
corporation with offices at ______________________________________ ("Lender") and __________________________,
a ____________ corporation, with its principal place of business at ________________________________ ("Tenant").







RECITALS 



         A.       
          Lender has made or is about to make a loan (together with all advances and
          increases, the “Loan”) to Gateway Business Centre, Ltd., a
          Florida limited partnership (“Borrower”). 



         B.       
          Borrower, as landlord, and Tenant have entered in to a Lease dated
          ________________, (the “Lease”) which leased to Tenant __________________________ (the “Leased
          Space”) located in the Property (defined below). 



         C.       
          The loan is or will be secured by the Mortgage, Assignment of Leases and Rents,
          Fixture Filing Statement and Security Agreement recorded or to be recorded in
          the official records of the County of Pinellas, State of Florida (together with
          all advances, increases, amendments or consolidations, the
          “Mortgage”) and the Assignment of Leases and Rents recorded or
          to be recorded in such official records (together with all amendments or
          consolidations, the “Assignment”), assigning to Lender the
          Lease and all rents, additional rents and other sums payable by Tenant under the
          Lease (the “Rent”). 



         D.       
          The Mortgage encumbers the real property , improvements and fixtures located at
          Gateway Business Centre in the City of St. Petersburg, County of Pinellas,
          State of Florida, commonly known as
          ____________________________________________, and described on Exhibit
          “A” (the “Property”). 



        IN
CONSIDERATION of the mutual agreements contained in this Agreement, Lender and Tenant
agree as follows. 



45











          
                 
           1.       
          The Lease and all of Tenant’s rights under the Lease are and will remain
          subject and subordinate to the lien of the Mortgage and all of Lender’s
          rights under the Mortgage and Tenant will not subordinate the Lease to any other
          lien against the Property without Lender’s prior consent. 



          
                 
           2.       
          This Agreement constitutes notice to Tenant of the Mortgage and the Assignment
          and, upon receipt of notice from Lender, Tenant will pay the Rent as and when
          due under the Lease to Lender and the payments will be credited against the Rent
          due under the Lease. 



          
                 
           3.       
          Tenant does not have and will not acquire any right or option to purchase any
          portion of or interest in the Property. 



          
                 
           4.       
          Tenant and Lender agree that if Lender exercises its remedies under the Mortgage
          or the Assignment and if Tenant is not then in default under this Agreement and
          if Tenant is not then in default beyond any applicable grace and cure periods
          under the Lease; 



          
                 
                     
         (a)       
          Lender will not name Tenant as a party to any judicial or non-judicial
          foreclosure or other proceeding to enforce the Mortgage unless joinder is
          required under applicable law but in such case Lender will not seek affirmative
          relief against Tenant, the Lease will not be terminated and Tenant’s
          possession of the Leased Space will not be disturbed; 



          
                 
                     
         (b)       
          If Lender or any other entity (a “Successor Landlord”) acquires
          the Property through foreclosure or other proceeding to enforce the Mortgage or
          by deed-in-lieu of foreclosure (a “Foreclosure”), Tenant’s
          possession of the Leased Space will not be disturbed and the Lease will continue
          in full force and effect between Successor Landlord and Tenant; and 



          
                 
                     
         (c)       
          If, notwithstanding the foregoing, the Lease is terminated as a result of a
          Foreclosure, a lease between Successor Landlord and Tenant will be deemed
          created, with no further instrument required, on the same terms as the Lease
          except that the term of the replacement lease will be the then unexpired term of
          the Lease. Successor Landlord and Tenant will execute a replacement lease at the
          request of either. 



          
                 
           5.       
          Upon Foreclosure, Tenant will recognize and attorn to Successor Landlord as the
          landlord under the Lease for the balance of the term. Tenant’s attornment
          will be self-operative with no further instrument required to effectuate the
          attornment except that at Successor Landlord’s request, Tenant will execute
          instruments reasonably satisfactory to Successor Landlord confirming the
          attornment. 



          
                 
           6.       
          Successor Landlord will not be: 



          
                 
                     
         (a)       
          liable for any act or omission of any prior landlord under the Lease occurring
          before the date of the Foreclosure except for repair and maintenance obligations
          of a continuing nature imposed on the landlord under the Lease; 



          
                 
                     
         (b)       
          required to credit Tenant with any Rent paid more than one month in advance or
          for any security deposit unless such Rent or security deposit has been received
          by Successor Landlord; 



          
                 
                     
         (c)       
          bound by any amendment, renewal or extension of the Lease that is inconsistent
          with the terms of this Agreement or is not in writing and signed by both Tenant
          and landlord; 



          
                 
                     
         (d)       
          bound by any reduction of the Rent unless the reduction is in connection with an
          extension or renewal of the Lease at prevailing market terms or was made with
          Lender’s prior consent; 




46











          
                 
                     
         (e)       
          bound by any reduction of the term 1 of the Lease or any termination,
          cancellation or surrender of the Lease unless the reduction, termination,
          cancellation or surrender occurred during the last 6 months of the term or was
          made with Lender’s prior consent; 



          
                 
                     
         (f)       
          bound by any amendment, renewal or extension of the Lease entered into without
          Lender’s prior consent if the Leased Space represents 50% or more of the
          net rentable area of the building in which the Leased Space is located; 



          
                 
                     
         (h)       
          bound by any obligation to make improvements to the Property, including the
          Leased Space, to make any payment or give any credit or allowance to Tenant
          provided for in the Lease or to pay any leasing commissions arising out of the
          Lease, except that Successor Landlord will be: 



          
                 
                     
                    
          (i)       
          bound by any such obligations expressly set forth in the Lease; 



          
                 
                     
                    
          (ii)       
         bound by any such obligations if the overall economic terms of the Lease
          (including the economic terms of any renewal options) represented market terms
          for similar space in properties comparable to the Property when the Lease was
          executed; and 



          
                 
                     
                    
          (iii)       
          bound to comply with the casualty and condemnation restoration provisions
          included in the Lease provided that Successor Landlord receives the insurance or
          condemnation proceeds; 



          
                 
                     
         (i)       
          liable for obligations under the Lease with respect to any off-site property or
          facilities for the use of Tenant (such as off-site leased space or parking)
          unless Successor Landlord acquires in the Foreclosure, the right, title or
          interest to the off-site property. 



          
                 
           7.       
          Lender will have the right, but not the obligation, to cure any default by
          Borrower, as landlord, under the Lease. Tenant will notify Lender of any default
          that would entitle Tenant to terminate the Lease or abate the Rent and any
          notice of termination or abatement will not be effective unless Tenant has so
          notified Lender of the default and Lender has had a 30-day cure period (or such
          longer period as may be necessary if the default is not susceptible to cure
          within 30 days) commencing on the latest to occur of the date on which
          (i) the cure period under the Lease expires; (ii) Lender receives the
          notice required by this paragraph; and (iii) Successor Landlord obtains
          possession of the Property if the default is not susceptible to cure without
          possession. 



          
                 
           8.       
          All notices, requests, or consents required or permitted to be given under this
          Agreement must be in writing and sent by certified mail, return receipt
          requested or by nationally recognized overnight delivery service providing
          evidence of the date of delivery, with all charges prepaid, addressed to the
          appropriate party at the address set forth above. 



          
                 
           9.       
          Any claim by Tenant against Successor Landlord under the Lease or this Agreement
          will be satisfied solely out of Successor Landlord’s interest in the
          Property and Tenant will not seek recovery against or out of any other assets of
          Successor Landlord. Successor Landlord will have no liability or responsibility
          for any obligations under the Lease that arise subsequent to any transfer of the
          Property by Successor Landlord. 




47 











          
                 
           10.       
          This Agreement is governed by and will be construed in accordance with the laws
          of the state or commonwealth in which the Property is located. 



          
                 
           11.       
          Lender and Tenant waive trial by jury in any proceedings brought by, or
          counterclaim asserted by, Lender or Tenant relating to this Agreement. 



          
                 
           12.       
          If there is a conflict between the terms of the Lease and this Agreement, the
          terms of this Agreement will prevail as between Successor Landlord and Tenant. 



          
                 
           13.       
          This Agreement binds and inures to the benefit of Lender and Tenant and their
          respective successors, assigns, heirs, administrators, executors, agents and
          representatives. 



          
                 
           14.       
          This Agreement contains the entire agreement between Lender and Tenant with
          respect to the subject matter of this Agreement, may be executed in counterparts
          that together constitute a single document and may be amended only by a writing
          signed by Lender and Tenant. 



     



The balance
of this page was intentionally left blank. 



     



48 













IN WITNESS WHEREOF, Lender and Tenant have executed
and delivered  this  Agreement as of the  ____________  day of _______________, 200__.



	Signed, sealed and delivered in
        the presence of:	 	LENDER:
	 	 	 	 	 	 
	
	 	(Insert name of Lender)
	(Signature of first witness on this line) 	 	 
	
	 	By:	
	 	 
	(Legibly print name of first witness on this line) 	 	 	 	 	 
	
	 	Name:	
	 	 
	(Signature of second witness on this line) 	 	 	 	 	 
	
	 	Title:	
	 	 
	(Legibly print name of second witness on this line) 	 	 
	 	 	Date:	
	200___	 






	 	 	TENANT:
	 	 	 	 	 	 
	
	 	(Insert name of Tenant)
	(Signature of first witness on this line) 	 	 
	
	 	By:	
	 	 
	(Legibly print name of first witness on this line) 	 	 	 	 	 
	
	 	Name:	
	 	 
	(Signature of second witness on this line) 	 	 	 	 	 
	
	 	Title:	
	 	 
	(Legibly print name of second witness on this line) 	 	 
	 	 	Date:	
	200___	 





49 













STATE OF FLORIDA      
             )

COUNTY OF MIAMI-DADE       ) 




        The
foregoing instrument was acknowledged before me this ___________ day of ____________,
2004, by JEROME FLEEMAN as President of GATEWAY BUSINESS CENTRE MANAGEMENT,
INC., a Florida corporation, as General Partner of GATEWAY BUSINESS CENTRE,
LTD., a Florida limited partnership, on behalf of the partnership. He
� is personally known to me, or � produced a valid Florida
driver’s license or
� ________________________________________________________ as
identification. 



	 	 	 	 
	My Commission Expires:		

	 	 	Notary Public	(SEAL)
	 	 	 	 
	 		

	 		
        (Legibly print name of notary public on this line)







STATE OF ______________

COUNTY OF ______________ 




The foregoing instrument was acknowledged before me
this ________ day of _________, 2004, by _________________________________ as ________________ President
of MEDICAL TECHNOLOGY SYSTEMS, INC., a __________________ corporation, on behalf of the corporation. � He � She
is � personally known to me, or � produced a valid _______________ driver's license, or
� _______________________________________ as identification.


	 	 	 	 
	My Commission Expires:		

	 	 	Notary Public	(SEAL)
	 	 	 	 
	 		

	 		
        (Legibly print name of notary public on this line)






 50